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FILE: OC-285
<br />The foregoing Basic License Provisions and the General License Provisions set forth below in Part
<br />11 are incorporated into and made part of this Agreement.
<br />PART 11-GENERAL LICENSE PROVISIONS
<br />1. License/Term,
<br />1.1 License. OCTA hereby grants to Licensee a non-exclusive license to use the real property
<br />owned by OCTA described both on the attached Exhibit "A", incorporated herein by reference, and in Item
<br />1 of the Basic License Provisions (the "License Property"), for the limited purpose of construction,
<br />installation, operation, alteration, maintenance, reconstruction and/or removal of the Facility described in
<br />Item 9 of the Basic License Provisions, and any usual, necessary and related appurtenances thereto (the
<br />"Facilit '), for the purposes described in Item 2 of the Basic License Provisions, together with rights for
<br />access and entry onto the License Property as necessary or convenient for the use of the Facility, In
<br />connection with this Agreement, Licensee, its officers, directors, employees, agents, customers, visitors,
<br />invitees, licensees, and contractors (collectively, "Llcensee's Parties'), subject to the provisions hereof,
<br />may have reasonable rights of entry and access onto the License Property. The License Property, any
<br />adjoining real property (or any interest therein) owned or controlled by OCTA, and personal property of
<br />OCTA located thereon, shall hereinafter collectively be referred to as "OCTA Property." As provided for in
<br />Section 24.19 of this Agreement, the license granted herein shall be further subject to the Additional
<br />Provisions set forth in Exhibit "B" attached hereto and incorporated herein.
<br />1.2 Term of Agreement. (Intentionally deleted.]
<br />1.3 Public Use. In addition to any and all other termination rights of OCTA described herein,
<br />Licensee hereby expressly recognizes and agrees that the License Property is located on and part of
<br />OCTA Property that may be developed for public projects and programs which may be implemented by
<br />OCTA or other public agencies, such as, but not limited to: rail and bus transitways, bikeways, walkways,
<br />beautification projects, roadways, parking facilities, flood control and drainage facilities, and/or any other
<br />public or other governmental uses (collectively and individually "Public Use"); and that Licensee's use of
<br />the License Property , although expected to continue for the specified Term set forth in Part 1, Section 4,
<br />Licensee has no right to nor expectation of use for any particular length of time and OCTA may terminate
<br />this License and Agreement by providing a one-yearwritten notice to Licensee. Accordingly, as a condition
<br />to entering into this License, Licensee expressly acknowledges and agrees that:
<br />(a) OCTA may terminate this License as set forth above for any Public Use, to be determined in the
<br />sole and absolute discretion of OCTA's Executive Director, or designee;
<br />(b) Licensee waives any objection to, opposition, or protest at any approval proceeding; nor file suit to
<br />prevent or delay any Public Use when planned or implemented on or adjacent to the License Property;
<br />(c) If OCTA's Executive Director, or designee, at any time, or from time to time, determines in his or
<br />her sole and absolute discretion, that there is a need for the License Property or any adjoining property for
<br />a Public Use and such Public Use requires relocation or removal of the Facility, Licensee shall reconstruct,
<br />alter, modify, relocate or remove the Facility , as directed by OCTA or any parties having operating rights
<br />over the Premises, at Licensee's sole cost and expense, on or before the expiration of the one-year notice
<br />of termination period as provided by this Section 1.3; and
<br />(d) Licensee expressly assumes all risk of any future Public Use as determined by OCTA and in the
<br />event OCTA terminates this License and requires Licensee to vacate the License Property for any Public
<br />Use, licensee shall not, as a result of such termination and vacation of the License Property, be entitled
<br />to receive any:
<br />(i) relocation assistance, moving expenses, goodwill or other payments under the Uniform
<br />Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §4601
<br />Page 2 of 15
<br />1487738.1
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